Amended Statement of Ownership (sc 13g/a)
February 04 2022 - 10:48AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
SIGYN
THERAPEUTICS, INC.
(formerly known as Reign Sapphire Corporation) |
(Name
of Issuer) |
|
COMMON
STOCK, PAR VALUE $0.0001 |
(Title
of Class of Securities) |
|
82674U106 |
(CUSIP
Number) |
|
January
27, 2022 |
(Date
of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
|
* |
The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page. |
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No.
82674U106
|
1. |
|
Names of Reporting Persons
Brio Capital Master Fund Ltd.
|
2. |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
3. |
|
SEC Use Only
|
4. |
|
Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned
By Each
Reporting
Person With:
|
5. |
Sole Voting Power
3,725,850 shares of common stock(1) (2)
|
6. |
Shared Voting Power
0
|
7. |
Sole Dispositive Power
3,725,850 shares of common stock(1) (2)
|
8. |
Shared Dispositive Power
0
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,725,850 shares of common stock(1) (2)
|
10. |
|
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares
☒
See footnote (2) below. (See Instructions)
|
11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%(3)
|
12. |
|
Type of Reporting Person (See Instructions)
CO
|
(1) Brio Capital Management LLC, is the investment manager of Brio
Capital Master Fund Ltd. and has the voting and investment
discretion over securities held by Brio Capital Master Fund Ltd.
Shaye Hirsch, in his capacity as Managing Member of Brio Capital
Management LLC, makes voting and investment decisions on behalf of
Brio Capital Management LLC in its capacity as the investment
manager of Brio Capital Master Fund Ltd.
(2) Includes (i) 3,362,144 shares of common stock and (ii) shares
of common stock issuable upon exercise of warrants (the
“Warrants”). This amount excludes shares issuable upon exercise of
the Warrants since the Warrants are not exercisable when holder
beneficially owns in excess of 9.99% of the outstanding shares.
(3) Percentage calculation is based on 37,295,803 shares of common
stock outstanding as of November 12, 2021, as reported in the
quarterly report on Form 10-Q filed by the Issuer with the
Securities and Exchange Commission on November 12, 2021.
CUSIP No.
82674U106
|
1. |
|
Names of Reporting Persons
Brio Capital Management LLC
|
2. |
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
3. |
|
SEC Use Only
|
4. |
|
Citizenship or Place of Organization
Delaware, United States
|
Number of
Shares
Beneficially
Owned
By Each
Reporting
Person With:
|
5. |
Sole Voting Power
3,725,850 shares of common stock(4)(5)
|
6. |
Shared Voting Power
0
|
7. |
Sole Dispositive Power
3,725,850 shares of common stock(4)(5)
|
8. |
Shared Dispositive Power
0
|
9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,725,850 shares of common stock(4)(5)
|
10. |
|
Check if
the Aggregate Amount in Row (9) Excludes Certain Shares
☒
See footnote (5) below. (See Instructions)
|
11. |
|
Percent of Class Represented by Amount in Row (9)
9.99%(6)
|
12. |
|
Type of Reporting Person (See Instructions)
CO
|
(4) The shares reported above are held by Brio Capital Master Fund
Ltd. Brio Capital Management LLC, is the investment manager of Brio
Capital Master Fund Ltd. and has the voting and investment
discretion over securities held by Brio Capital Master Fund Ltd.
Shaye Hirsch, in his capacity as Managing Member of Brio Capital
Management LLC, makes voting and investment decisions on behalf of
Brio Capital Management LLC in its capacity as the investment
manager of Brio Capital Master Fund Ltd. Brio Capital Management
LLC and Shaye Hirsch disclaim beneficial ownership over the shares
held by Brio Capital Master Fund Ltd., except to the extent of any
pecuniary interest therein.
(5) Includes (i) 3,362,144 shares of common stock and (ii) shares
of common stock issuable upon exercise of warrants (the
“Warrants”). This amount excludes shares issuable upon exercise of
the Warrants since the Warrants are not exercisable when holder
beneficially owns in excess of 9.99% of the outstanding shares.
(6) Percentage calculation is based on 37,295,803 shares of common
stock outstanding as of November 12, 2021, as reported in the
quarterly report on Form 10-Q filed by the Issuer with the
Securities and Exchange Commission on November 12, 2021.
Item
1(a). |
Name
of Issuer |
|
|
|
Sigyn
Therapeutics, Inc. (the “Issuer”) |
|
|
Item
1(b). |
Address
of the Issuer’s Principal Executive Offices |
|
|
|
2468 Historic Decatur Road, Ste. 140
San Diego, CA 92106
|
|
|
Item
2(a). |
Names
of Persons Filing |
|
|
This Schedule 13G is
filed jointly by: |
|
|
|
Brio Capital Master Fund
Ltd.
Brio Capital Management
LLC
|
The foregoing persons are hereinafter sometimes collectively
referred to as the “Reporting Persons.” Information with respect to
each Reporting Person is given solely by such Reporting Person, and
no Reporting Person assumes responsibility for the accuracy or
completeness of the information furnished by another Reporting
Person.
Each Reporting Person expressly declares that neither the filing of
this statement nor anything herein shall be construed as an
admission that such Reporting Person is, for the purposes of
Section 13(d) or 13(g) of the Act or any other purpose, the
beneficial owner of any securities covered by this statement.
Item
2(b). |
Address
of the Principal Business Office, or if none,
Residence: |
|
|
|
c/o
Brio Capital Management LLC, 100 Merrick Road, Suite 401 W.
Rockville Center, NY 11570. |
|
|
Item
2(c). |
Citizenship |
|
|
|
Brio Capital Master Fund Ltd. – Cayman Islands |
|
Brio Capital Management LLC – United States |
Item
2(d). |
Title
of Class of Securities |
|
|
|
Common
Stock, $0.0001 par value per share. |
|
|
Item
2(e). |
CUSIP
Number |
|
|
|
82674U106 |
|
|
Item
3. |
If
this statement is filed pursuant
to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a: |
|
☐ |
(a)
Broker or Dealer registered under Section 15 of the Exchange
Act. |
|
|
|
|
☐ |
(b)
Bank as defined in Section 3(a)(b) or the Exchange Act. |
|
|
|
|
☐ |
(c)
Insurance company as defined in Section 3(a)(19) of the Exchange
Act. |
|
|
|
|
☐ |
(d)
Investment company registered under Section 8 of the Investment
Company Act. |
|
☐ |
(e)
An Investment adviser in accordance with Rule 13d-1
(b)(1)(ii)(e). |
|
|
|
|
☐ |
(f)
An employee benefit plan or endowment fund in accordance with Rule
13d 1(b)(1)(ii)(f). |
|
|
|
|
☐ |
(g) A
Parent Holding Company or control person in accordance with Rule
13d 1(b)(1)(ii)(g). |
|
|
|
|
☐ |
(h) A
Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act. |
|
☐ |
(i) A Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act.
|
|
|
|
|
☐ |
(j)
Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). |
|
|
|
|
|
Not
applicable |
Item
4. |
Ownership
The information required by Items 4(a)-(c) is set forth in Rows
5-11 of each Cover Page and is incorporated herein by
reference.
Each Reporting Person expressly declares that neither the filing of
this statement nor anything herein shall be construed as an
admission that such Reporting Person is, for the purposes of
Section 13(d) or 13(g) of the Act or any other purpose, the
beneficial owner of any securities covered by this statement.
|
Item
5. |
Ownership
of Five Percent or Less of a Class |
|
|
|
Not
Applicable |
|
|
Item
6. |
Ownership
of More than Five Percent on Behalf of Another
Person |
|
|
|
Not
Applicable |
|
|
Item
7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person
|
|
|
|
Not
Applicable |
|
|
Item
8. |
Identification
and Classification of Members of the Group |
|
|
|
Not
Applicable |
|
|
Item
9. |
Notice
of Dissolution of Group |
|
|
|
Not
Applicable |
|
|
Item
10. |
Certification |
|
|
|
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §
240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
DATE: February 4, 2022
|
Brio
Capital Master Fund Ltd., |
|
a
Cayman Islands Exempted Company |
|
|
|
|
By: |
Brio
Capital Management LLC, its Investment Manager |
|
|
|
|
By: |
/s/
Shaye Hirsch |
|
|
Name:
Shaye Hirsch |
|
|
Title:
Managing Member |
|
|
|
|
Brio
Capital Management LLC, |
|
a
Delaware limited liability company |
|
|
|
|
By: |
/s/
Shaye Hirsch |
|
|
Name:
Shaye Hirsch |
|
|
Title:
Managing Member |
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations
(See 18 U.S.C. 1001)
6
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